PEGX Pegasus Companies Incorporated (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported): August 4, 2014

 

MED-CANNABIS PHARMA INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		000-54770		45-0704149
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2544 Tarpley Road Suite 12, Carrollton, TX 75006

(Address of Principal Executive Office) (Zip Code)

 

Registrant's telephone number, including area code:  214-666-8364

 

SW CHINA IMPORTS, INC.

12655 North Central Expressway Suite 100, Dallas TX 75243

(former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  

 

 

ITEM 1.02 Termination of a Material Definitive Agreement.

On August 4, 2014, Med-Cannabis Pharma, Inc. (the “Company”) announced that it was terminating the Purchase Agreement with Loe & Associates, LLC due to its inability to audit the books and records of Loe & Associates. The decision to terminate was mutual and no shares will be issued pursuant to that agreement. Mr. Loe will remain with the Company as a director, COO and vice president. Mr. Loe acquired ten million (10,000,000) shares of the Company in a private transaction with another shareholder on July 29, 2014. The Company will continue to own and operate medical cannabis stores in the State of Washington.

ITEM 7.01 FD Disclosure

(a)          The Company issued a press release on August 4, 2014, a copy of which is attached hereto as an exhibit.

(b)          The information contained in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
99(i)*	August 4, 2014 Press Release

 _________

*filed herewith

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

August 4, 2014	MED-CANNABIS PHARMA, INC.
	/s/ Graciela Moreno
	Graciela Moreno, CEO

 

 

 

Exhibit 99.1

 

 

Med-Cannabis Pharma, Inc. Announces the opening of stores on the Olympic Peninsula in the State of Washington.

 

Port Townsend, WA August 4,2014/ Med-Cannabis Pharma, Inc. (MCPI/QB) a Nevada Company specializing in Medical cannabis sales will be opening several Medical cannabis stores through its subsidiary Cannabis Hemporium in various towns on the Olympic Peninsula in the State of Washington during the month of August. The towns include Port Townsend, Port Hadlock and the Hood Canal location where work has been continuing for opening.

 

The announced acquisition of the Port Townsend Herbal Collective on April 21, 2014 has been canceled by mutual agreement between the Company and James Loe due to the inability of the Company to complete the audit of Loe and Associates. Due to the nature of the Medical Marijuana business it is very difficult to conduct an audit of a previous business when all transactions are in cash. The Company’s new Point of Sale system will solve that problem in the future. The previously announced 126 million shares of stock to be issued in conjunction with that transaction have also been canceled.

 

James Loe has agreed to remain with Med-Cannabis in his position as a Director and Vice President /COO. In Connection with that decision a shareholder (South Beach Live, Inc.) has agreed to transfer to James 10,000,000 shares of Restricted Common Stock that it owns. That will leave the total outstanding Common Stock for Med-Cannabis Pharma, Inc. at approximately 51 Million shares with no commitment for additional stock to be issued.

Currently the Company is in discussions with parties in New Mexico, Montana and Oregon to lease stores and open Medical Dispensaries in those states. In addition, the Company has negotiated a lease for space to open the only dispensary at the entrance and exit to a ferry landing with 4 million cars a year loading and unloading onto the peninsula.

 

The Company’s Pharmacy Management system is currently in negotiations with a recreational license holder for management services in setting up their recreational retail operation in the area where we are currently operating.

 

Forward Looking Statements

This Press Release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. A statement containing words such as "anticipate," "seek," intend," "believe," "estimate," "expect," "project," "plan," or similar phrases may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Some or all of the events or results anticipated by these forward-looking statements may not occur. Factors that could cause or contribute to such differences include the future U.S. and global economies, the impact of competition, and the Company's reliance on existing regulations regarding the use and development of cannabis-based drugs. The Company does not undertake any duty nor does it intend to update the results of these forward-looking statements.

CONTACT:

Med-Cannabis Pharma, Inc.

Graciela Moreno, President

214-666-8364